Please read these Terms carefully. These Terms, if accepted by you in accordance with clause 3.1, will constitute a binding agreement between you and HealthMatch.
For non-Australian users, please note that these Terms includes resolution of disputes by arbitration instead of in court and a class action waiver. See section 20 below for more details.
This is a contract. Make sure you read it carefully.
To the maximum extent permitted by Law, including US federal and state consumer protection laws and any other applicable consumer protection laws where the HM Platform may be accessed (including the Australian Consumer Law, where applicable):
(a) you acknowledge and agree that the HM Platform does not provide an exhaustive list of clinical trials that may be relevant to you, and HealthMatch makes no representations or warranties with respect to the completeness of the list(s) of trials of which you are made aware or matched with through using the HM Platform;
We're not a one-stop-shop. While we're constantly working to include as many trials as possible on our Platform, we don't make any guarantees whatsoever regarding trials. We don’t guarantee that we have all of them or that you'll be matched with all the trials potentially relevant to you.
(b) you acknowledge and agree that the HM Platform, and any content, data or materials (including any text, graphics, logos, audio and software) made available to you on or via the HM Platform (HM Platform Content), do not constitute professional medical or healthcare advice, diagnosis or recommendation of treatment and are not intended to, nor should be used to, replace, or be relied upon without, professional medical advice;
The information available on our Platform isn't medical advice. You should always check with your doctor about participating in a clinical trial. All use is at your own risk. We do not endorse any products, procedures, or other information that may appear on our Platform.
(c) YOUR USE OF INFORMATION PROVIDED ON THE HM PLATFORM IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED OR AVAILABLE THROUGH THE HM PLATFORM ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. RESULTS GENERATED FROM OR PROVIDED THROUGH THE HM PLATFORM ARE NOT, AND SHOULD NOT BE CONSIDERED AS, MEDICAL ADVICE. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, STUDIES, PROTOCOLS, TREATMENTS, PHYSICIANS, PROCEDURES, OPINIONS, PRODUCTS OR OTHER INFORMATION THAT MAY APPEAR ON HM PLATFORM OR ON LINKS REACHED THROUGH THE HM PLATFORM;
(d) If you rely on any of the information provided by the HM Platform, you do so solely at your own risk. In view of the constant advances in medical knowledge and differences of opinion among medical authorities, you are advised to confirm information on the HM Platform with your healthcare provider. We have no control over, and cannot guarantee the availability of any clinical trial at any particular time. We will not be liable for cancelled clinical trials or your inability to participate in clinical trials or any injury resulting there from. Studies displayed on the HM Platform may not be approved by the participating medical center’s institutional review board, may be cancelled, or may not be enrolling patients; and
(e) HealthMatch makes no representations or warranties with respect to any treatment, action, suitability or application of medication or preparation by any person in respect of a clinical trial, whether in accordance with the HM Platform or not. In no circumstances will HealthMatch be liable for any direct, indirect, consequential, special, exemplary or other damages arising from your participation in a trial. This does not limit the legal rights that you may have to claim for losses under the Australian Consumer Law, where applicable.
Our role is to match you with relevant clinical trials. We don't provide clinical trials ourselves. We cannot guarantee the availability or status of any clinical trials found on our Platform. So far as the law allows, we're not responsible for any loss that you suffer as a result of participating in a clinical trial.
HealthMatch may, in its sole discretion, update, modify or replace any or all of these Terms, as reasonably necessary for HealthMatch's legitimate business interests, from time to time by posting an updated version at this URL. HealthMatch will provide you with reasonable notice of any changes (if practicable). Your continued use of, or access to, the HM Platform following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to any update to these Terms, you may terminate this agreement by providing us notice. If you do not agree to a change to these Terms, you must immediately cease using and accessing the HM Platform, HM Platform Content and related services.
You may access and use the HM Platform and the HM Platform Content only as permitted by these Terms.
In order to access and use the HM Platform and HM Platform Content, you must:
be at least 18 years of age;
possess the legal right and ability to enter into a legally binding agreement with us;
agree and warrant to use the HM Platform and HM Platform Content in accordance with these Terms; and
be a registered User.
By clicking "I agree" or using the Platform, you are entering into a contract with us. We may update these terms, so you should make sure you check them regularly.
You can only use the Platform if you are 18 years of age, are fully able to form binding contracts, and agree to act in accordance with these terms.
HealthMatch grants to you for the Term a non-exclusive, non-transferable, non-sub-licensable licence to use and access the HM Platform and the HM Platform Content in accordance with these Terms and solely for your legitimate, non-commercial personal purposes (which expressly excludes seeking to commercialise the HM Platform or HM Platform Content, or distributing them other than in accordance with these Terms).
If you wish to use the HM Platform or HM Platform Content for any other purpose, including any commercial purpose, you must seek the consent of HealthMatch. If such consent is granted, you may be required to enter into a separate agreement.
Except as expressly granted in these Terms, we are not granting you any other licenses, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by HealthMatch.
We grant you a licence to use our Platform and its content for specific non-commercial purposes in accordance with these terms. All rights reserved.
You will be bound by these terms when you click 'I agree' or use the Platform. You can stop using the Platform and cancel this contract at any time.
We can cancel or suspend your access if you breach the terms and in certain other situations.
These Terms commence when you agree to them (either by clicking 'I agree' or when you first access and/or use the HM Platform and related services) and will continue in full force and effect until terminated in accordance with the remainder of this clause 5 (the Term).
You can terminate these Terms at any time by notifying us of your intention to terminate by emailing us at firstname.lastname@example.org.
HealthMatch may terminate these Terms at any time by providing 30 days' prior written notice of our intention to terminate to the email address linked to your HM Platform account, or by any other lawful means which ensures that you will be able to take notice of the cancellation.
you breach any material term of these Terms;
you have clearly demonstrated (regardless of whether directly or through your actions or statements or otherwise) that you do not intend to comply with these Terms;
HealthMatch is required by any applicable law to terminate access to all or any part of the HM Platform or HM Platform Content; or
HealthMatch or any supplier or business partner of HealthMatch providing any related services or any HM Platform Content decides to terminate access to all or any part of the related services, HM Platform or HM Platform Content, including where HealthMatch or any supplier or business partner of HealthMatch are of the opinion that the provision of any such services or HM Platform Content or parts thereof are no longer commercially feasible
HealthMatch may on reasonable notice (if practicable):
cancel or suspend your access to the HM Platform; and/or
prevent your further access to the HM Platform.
If your access is cancelled, you will still need to abide by some of the provisions.
Upon cancellation, you shall cease all use of the HM Platform and HM Platform Content, and HealthMatch reserves the right to delete your account and all data provided by or about you.
Without limiting any other provision of these Terms, clauses 5 (Term and Termination), 9 (Intellectual Property Rights), 7 (Commissions received from third parties), 10 (Registration and login credentials), 11 (Your data and privacy), 12 (Confidentiality), 13 (Updates and enhancements), 14 (Third Parties); 15 (Warranties and Disclaimers); 16 (Indemnity and liability), 18 (No waiver); 19 (Entire agreement); 20 (Governing law, Disputes and Arbitration); 21 (Definitions), 22 (Interpretation); 23 (Electronic Communications); 24 (General) and any other clauses which should by their nature survive termination of these Terms, survive termination or expiration of these Terms for any reason whatsoever.
You can only use the Platform for your personal use, and you can't change or interfere with the Platform. You agree to abide by all Laws when using the Platform.
The HM Platform is for your personal, non-commercial use only. You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any content, software, products or services contained within the HM Platform or HM Platform Content. You must not use the HM Platform, or any HM Platform Content, to further any commercial purpose, including any advertising or advertising revenue generation activity. You acknowledge and agree to (1) abide by all local, state, national, and international Laws and regulations applicable to your use of the HM Platform, including without limitation the provision and storage of your Information, and (2) comply with all regulations, policies and procedures of networks connected to the HM Platform .
If you upload information or content to the Platform, it can't be offensive, unlawful, objectionable, defamatory or otherwise harmful. You should also make sure you get consent before uploading another person's personal information (such as contact details or health information).
You must not (and shall not permit others to):
(a) access or use the whole or any part of the HM Platform or HM Platform Content, except as expressly authorized by these Terms, or otherwise with the prior written consent of HealthMatch;
(b) subject to clause 9, copy or replicate, or directly or indirectly allow or cause a third party to copy or replicate, the whole or part of any of the HM Platform or HM Platform Content;
(c) remove or obscure any proprietary notice (including any copyright, trade mark, service mark or tagline) or other notices contained in the HM Platform or HM Platform Content;
(d) circumvent any mechanisms in the HM Platform intended to limit your use of or access to areas within or components of the HM Platform;
(e) vary, alter, modify, merge, interfere with, reverse, disassemble, decompile or reverse engineer, or otherwise seek to obtain or derive the source code from, or directly or indirectly allow or cause a third party to vary, alter, modify, merge, interfere with, reverse, disassemble, decompile or reverse engineer or obtain or derive the source code from, the whole or any part of the HM Platform, except as permitted by Law;
(f) circumvent or otherwise interfere with any user authentication or security of the HM Platform;
(g) use any device, software or routine that interferes with the proper working of the HM Platform;
(h) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the HM Platform, the server on which the HM Platform is stored, or any server, computer or database connected to the HM Platform;
(i) attack the HM Platform via a denial-of-service attack or a distributed denial-of-service attack;
(j) use the HM Platform to access blocked services in violation of applicable laws;
(k) sell, resell, license, sublicense, distribute, rent or lease the HM Platform or any HM Platform Content, or include the HM Platform in a service bureau or outsourcing offering;
(l) publicly disseminate information regarding the performance of the HM Platform or HM Platform Content; or
(m) use any data mining, gathering or extraction tools in connection with the HM Platform or HM Platform Content, without HealthMatch's prior written consent.
You are solely responsible for any information or content you upload to the Platform. We may remove any information or content that you upload if it does not adhere to these Terms.
You must not (and shall not permit others to) access or use the HM Platform or HM Platform Content, or post, provide or transmit any data or content in any way that:
(a) violates or infringes the rights of HealthMatch or others including, without limitation, any Intellectual Property Rights;
(b) is unlawful, offensive, indecent, objectionable, harassing, obscene, pornographic, threatening, abusive, defamatory, libellous, fraudulent, tortious, or invasive of another's privacy or constitutes a breach of any other of the legal rights of individuals;
(c) impersonates any person, business or entity, including HealthMatch, or the employees, agents or partners of HealthMatch;
(d) includes personal or identifying information about another person without that person's consent;
(e) is false, misleading, or deceptive;
(f) violates these Terms or any policy posted on the HM Platform or as part of the HM Platform Content;
(g) contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware, telecommunications equipment or other property, or otherwise permit the unauthorised use of a computer or computer network;
(h) is detrimental to or in violation of HealthMatch's systems, or a third party's systems or network security;
(i) interferes with the use of the HM Platform or HM Platform Content by others;
(j) encourages conduct that could constitute a criminal offense or give rise to civil liability;
(k) violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
(l) exploits, harms or attempts to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
(m) circumvents a contractual usage limit;
(n) cause annoyance, inconvenience or needless anxiety to any person;
(o) could damage, disable or impair the servers or networks used by the HM Platform or its Users; or
(p) advertises products or services, including through any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
If we allow you to post any information to the HM Platform, we have the right to take down this information at our reasonable discretion. To the extent that HealthMatch is not directly responsible for any loss or harm suffered, you understand and acknowledge that you alone are responsible for any data or other information that you submit or transmit to, through, or in connection with the HM Platform and that you, not HealthMatch, assume all risks associated with data or other information, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in your data or other information that makes you or anyone else personally identifiable. You represent and warrant that you own or have the necessary rights, consents, and permissions to use and authorize the use of your data or other information as described in these Terms. You may not imply that your data or other information is in any way sponsored or endorsed by HealthMatch.
We can temporarily suspend your account if you engage in prohibited activities or we think you are engaging in prohibited activity. If we have to suspend your account repeatedly, we may consider that a breach of these Terms.
HealthMatch may temporarily suspend your access to the HM Platform in the event that you engaged in, or HealthMatch in good faith suspects you engaged in, any unauthorized conduct (including, but not limited to any material violation of these Terms). HealthMatch will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that HealthMatch’s exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. You agree that HealthMatch shall not be liable to you or any other third party if HealthMatch exercises its reasonable suspension rights as permitted by this clause 6.5 (to the extent permitted under the Australian Consumer Law, where applicable). Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to HealthMatch’s reasonable satisfaction, HealthMatch shall reinstate your access and use of the HM Platform. Notwithstanding anything in this clause to the contrary, HealthMatch’s suspension of access to the HM Platform is in addition to any other remedies that HealthMatch may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, HealthMatch may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
You are responsible for any equipment and services necessary to access the HM Platform.
You are responsible for (a) obtaining, deploying and maintaining systems and all computer hardware, software, modems, routers and other communications equipment necessary for you to access and use the HM Platform via the Internet; (b) contracting with third party ISP, telecommunications and other service providers to access and use the HM Platform via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing.
Any information you provide to HealthMatch must be accurate and complete, and you must keep this up to date.
You represent and warrant that any information you provide to HealthMatch and the HM Platform about you is and will be current, true, accurate, supportable and complete. You further agree to provide accurate, current and complete information as necessary for HealthMatch to communicate with you from time to time regarding the HM Platform or other account-related purposes. You agree to keep any online account information current and inform HealthMatch of any changes in your name, address, email address and phone number. You agree to accept emails from HealthMatch at the e-mail address linked to your HM Platform account. In addition, you agree that HealthMatch may rely and act on all information and instructions provided to HealthMatch from the e-mail address linked to your HM Platform account.
Some Trial Providers pay us when we successfully match you with a clinical trial based on the information you provide to us.
You acknowledge and agree that HealthMatch may receive payments from Trial Providers that you are matched with through your use of the HM Platform.
Our Platform contains lots of information that isn't tailored to you. You should make sure that information is appropriate for you before you act on it.
Any information made available on the HM Platform, including any recommendations, statements and opinions contained on the HM Platform whether published by us or any other user (Information), is for general information purposes only. HealthMatch does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit Information input into or stored in the HM Platform for completeness, integrity, quality, accuracy or otherwise. The Information does not take into account your specific circumstances and any reliance you place on the Information is at your own risk.
Before acting on any Information, we recommend that you:
consider whether it is appropriate for your personal circumstances;
carry out your own research; and
seek professional advice where necessary.
We own the Platform and all the content on it. If you give us feedback on any part of the Platform, you agree that we own all rights in that feedback and any improvements we make to the Platform based on your feedback. We may also track your usage of the Platform and commercialize such data.
Unless otherwise indicated, HealthMatch owns or licenses from third parties all rights, title and interest (including Intellectual Property Rights) in the HM Platform and HM Platform Content, including in any improvements to the HM Platform or the HM Platform Content, and including as they may incorporate any suggestions, ideas, information, comments, process descriptions or other information that you provide to us from time to time (Feedback)
Your use of and access to the HM Platform and HM Platform Content does not grant or transfer any rights, title or interest to you in relation to the HM Platform or the HM Platform Content. However we do grant you a licence to access the HM Platform and view the HM Platform Content in accordance with these Terms and, where applicable, as expressly authorised by us and/or our third party licensors.
You may from time to time provide us with Feedback. You absolutely and unconditionally assign to HealthMatch all rights, title and interests (including all Intellectual Property Rights) in and to any Feedback immediately upon creation, free of all encumbrances and third party rights and you must at your own cost do all things necessary to give effect to such assignment, including executing any required documents or effecting any required registrations. To the extent any of the rights, title and interest in and to Feedback or Intellectual Property Rights therein cannot be assigned by you to HealthMatch, you hereby grant to HealthMatch an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest.
You acknowledge and agree that without limiting clause 11, HealthMatch will have the right to use, create derivative works of, distribute, publicize, and otherwise commercially exploit anonymous, aggregate usage data derived from any data about you or that you disclose to us in connection with the HM Platform.
You need to create an account to use the Platform. Make sure that you keep your login secure, because you are responsible for any activity on your account.
In the course of registering as a User, you will be prompted to select login credentials for use in accessing the HM Platform.
You must keep your login credentials (including your username and password) secure and you must not share them with any other person or allow any third party to use your login credentials to log in to the HM Platform. HealthMatch will not be liable for any Loss arising out of or in connection with your failure to maintain the security of your login credentials. You are fully responsible for all activities carried out under or using your login credentials (whether or not authorised by you). You must immediately notify HealthMatch of any unauthorised use of your login credentials or any other breaches of security. To the extent permitted by Law, including US federal and state consumer protection laws and any other consumer protection laws where the HM Platform may be accessed (including the Australian Consumer Law, where applicable), HealthMatch and its contractors, suppliers, licensors, partners and employees will not be liable for any acts and omissions undertaken by or on behalf of you, including any damages of any kind arising from such acts or omissions.
We reserve the right to delete any information, files, data, or other content you upload to the HM Platform if we determine that such information, files, data, or content was provided by error, no longer applicable to determining your eligibility for a clinical trial, or for any other reason in our reasonable discretion.
Sometimes we might display links to our partners' websites or services (these might be links to clinical trials or not-for-profit research and advocacy organisations).
Let us know if you don't want to receive updates from us by setting your account preferences or emailing email@example.com.
You acknowledge that making available carefully selected products and services on or via the HM Platform for you to view and potentially acquire is an integral part of our service and the HM Platform. You consent to HealthMatch making such products and services available to you in this way and you acknowledge that HealthMatch may use and disclose your personal information to offer you products and services made available on or via the HM Platform that HealthMatch believes may interest you.
f you have any questions or concerns about your privacy, feel free to get in touch. We're happy to chat.
You acknowledge that following the provision of such User Data to a Trial Provider, HealthMatch will not have control over any data that has been provided to the Trial Provider and you agree that any request made by or on behalf of you to access such data (including, without limitation, under Australian Privacy Principle 12, GDPR, CCPA, or any other privacy law of the jurisdiction in which you reside) should be made to that Trial Provider directly and not to HealthMatch.
Once you give us permission to provide your personal information to a clinical trial provider that you've matched with, we can't control that information. If you have questions about it or want to access it, you'll need to ask the trial provider.
Subject to clause 14, you must not disclose, or use for a purpose other than as contemplated by these Terms, any Confidential Information of HealthMatch.
You can't use or disclose our confidential stuff if you come across this when you're using the Platform. Check the definitions section below so you understand what we're talking about. If you disclose our confidential information in breach of these Terms, we may pursue legal action to stop you from further sharing or using our information.
You may only disclose Confidential Information of HealthMatch:
(a) to HealthMatch;
(b) in enforcing these Terms or in a proceeding arising out of or in connection with these Terms;
(c) if required under a binding order of a Governmental Agency or under a procedure for discovery in any proceedings;
(d) if required under any Law or any administrative guideline, directive, request or policy whether or not having the force of Law;
(e) as required or permitted by these Terms;
(f) to your legal advisers, insurers and consultants; or
(g) with the prior written consent of HealthMatch.
You acknowledge and agree that any unauthorized disclosure of HealthMatch Confidential Information may cause immediate and irreparable injury to HealthMatch and that, in the event of such breach, HealthMatch will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
HealthMatch may (but is not required to):
(a) provide standard or progressive updates, changes or amendments to the HM Platform as HealthMatch sees fit to ensure proper operation and interaction of all parts of the HM Platform and any general enhancements that may be introduced; and
(b) offer new services and features for the HM Platform,
We might update the Platform sometimes. If we do, these terms will apply to any changes or new services.
Third party content (including links to third party websites) may be accessible via the HM Platform. You acknowledge that HealthMatch has no control over any such third party content, and to the extent permitted by law, (including US federal and state consumer protection laws and any other consumer protection laws where the HM Platform may be accessed, such as the Australian Consumer Law, if applicable) is not responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused by or in connection with the use of or reliance on such third party applications and content. HealthMatch does not have control over users of the HM Platform and is not liable for their opinions or behaviour, including any information and/or advice and any defamatory statements or offensive conduct. This does not limit the rights that a user may have to claim for losses under the Australian Consumer Law, where applicable.
When you're using the Platform, you might come across information or content that isn't ours. We're not responsible for that material.
Each party represents, warrants and covenants that: (a) it has the full power and authority to agree to be bound by these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
To the maximum extent permitted by Law, including the US federal and state consumer protection laws and any other consumer protection laws where the HM Platform may be accessed (including the Australian Consumer Law, where applicable):
(a) the HM Platform and the HM Platform Content are made available "as is" and HealthMatch makes no warranties or representations about the HM Platform or the HM Platform content, any and all other express, statutory and implied representations and warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, quality, suitability, operability, condition, system integration, non-interference, workmanship, truth, accuracy (of data or any other information or content), absence of defects, whether latent or patent, and any warranties arising from a course of dealing, usage, or trade practice. This clause 15.2(a) does not exclude any warranties under the Australian Consumer Law, where applicable;
We make the Platform available 'as is'. We're not under any obligation to make sure it’s accurate, virus-free or accessible all the time. So far as the law allows, we're not responsible for any damage or loss that you experience as a result of using our Platform. So be careful!
(b) except to the extent that HealthMatch is directly responsible for such Loss, HealthMatch will not be liable for any direct and indirect Loss – irrespective of the manner in which it occurs – which may be suffered due to: (i) your use of the HM Platform and/or the HM Platform Content; (ii) any inaccessibility or unavailability of the HM Platform or HM Platform Content; (iii) the fact that certain information or materials contained on it (including any HM Platform Content) are incorrect, incomplete or not up-to-date; (iv) any loss or corruption of any data submitted, uploaded, input, or otherwise displayed on the HM Platform by or about you; or (v) the inability of the HM Platform to operate in combination with any other hardware, software, system or data;
(c) HealthMatch shall not have (and hereby expressly disclaims) any liability for delays, interruptions, service failures or other problems relating to the HM Platform or the HM Platform Content outside the reasonable control of HealthMatch;
(d) HealthMatch shall not have (and hereby expressly disclaims) any liability in relation to any third party content or materials available through the HM Platform; and
(e) all warranties, representations or endorsements, express or implied, with regard to the HM Platform and HM Platform Content, including all implied warranties of merchantability, fitness for a particular purpose, or non-infringement are excluded from these Terms.
Although HealthMatch implements security measures to help protect the HM Platform, you acknowledge that use of the HM Platform involves transmission of data over networks that are not owned, operated or controlled by HealthMatch. HealthMatch is not responsible for (and hereby expressly disclaims any liability for) any data that is lost, corrupted, intercepted, modified or stored across such networks. You acknowledge and agree that, to the extent permitted by applicable law (including US federal and state consumer protection laws and any other consumer protection laws where the HM Platform may be accessed, including the Australian Consumer Law, if applicable), HealthMatch cannot guarantee that our security measures will be error-free, that transmissions of data will always be secure or that our security measures (or those of our third party service providers) will never be capable of being hacked or circumvented by unauthorized third parties.
Subject to these Terms, HealthMatch will use commercially reasonable efforts to make the HM Platform available, subject to the need to conduct scheduled and emergency maintenance from time to time.
We might occasionally ask you to help us beta test some of our new services. You are not obligated to participate, but we appreciate your time if you choose to do so!
From time to time HealthMatch may invite you to try, at no charge, HealthMatch products or services that are not generally available to HealthMatch customers (Non-GA Services). You may accept or decline any such trial in your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors (but shall not knowingly contain any undisclosed malicious code), and may be subject to additional terms that shall be provided by HealthMatch to you prior to or concurrent with HealthMatch’s invitation to the applicable Non-GA Services. Non-GA Services are not considered part of the HM Platform hereunder, and HealthMatch makes no warranties of any kind whatsoever during the subscription term of any evaluation license or beta license. HealthMatch has the right to discontinue Non-GA Services at any time in our sole discretion and may never make them generally available.
You acknowledge and agree that HealthMatch cannot guarantee and does not promise any specific results from use of the HM Platform.
No agent of HealthMatch is authorized to alter or expand the warranties of HealthMatch as set forth herein. To the extent permitted by the Australian Consumer Law (where applicable), HealthMatch does not warrant that: (a) the use of the HM Platform or Non-GA Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the HM Platform will meet your requirements or expectations; (c) any stored data will be accurate or reliable; (d) the quality of any information or other material obtained by customer through the HM Platform or Non-GA Services will meet your requirements or expectations; (e) the HM Platform and Non-GA Services will be error-free or that errors or defects in the HM Platform and Non-GA Services will be corrected; or (f) the server(s) that make the HM Platform and Non-GA Services available are free of viruses or other harmful components. The HM Platform and Non-GA Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. HealthMatch is not responsible for any delays, delivery failures, or other damages resulting from such problems (to the extent that such problems were not directly caused by HealthMatch).
You will defend, hold harmless and indemnify HealthMatch and its personnel (Indemnified Parties) from and against any and all Loss reasonably suffered or incurred by them arising out of or in connection with:
(a) a claim or threat that you or any data or information disclosed by you (and the exercise by HealthMatch of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s rights or Laws;
(b) any data (including personal information) disclosed by you in connection with these Terms; or
(c) any breach by you of these Terms.
If HealthMatch suffers damage or claims relating to your breach of these terms, you will be responsible for our costs.
You acknowledge and agree that HealthMatch has been irrevocably appointed to act as sole and exclusive agent of the Indemnified Parties for the purpose of recovering (whether through court proceedings or otherwise) the Losses of the Indemnified Parties and enforcing the indemnities.
To the maximum extent permitted by Law, including, US federal and state consumer protection laws and any other consumer protection laws where the HM Platform may be accessed (including the Australian Consumer Law where applicable):
(a) HEALTHMATCH WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSS; AND
(b) HEALTHMATCH'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE HM PLATFORM AND THE HM PLATFORM CONTENT, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR STATUTORY GUARANTEE OR OTHERWISE, WILL BE LIMITED AT HEALTHMATCH'S SOLE DISCRETION, TO:
THE RESUPPLY OF THE SERVICES TO YOU; OR
THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
To the extent allowed by law, we're not liable for any loss that doesn't arise in the ordinary course from the relevant breach, so our liability is limited to resupplying our services to you or the cost of resupplying the services to you (whichever we choose).
You acknowledge that the terms in clause 16.3shall apply to the maximum extent permitted by applicable Law and shall apply even if an exclusive or limited remedy stated herein fails of its essential purpose without regard to whether such claim is based in contract, tort (including negligence), product liability or otherwise.
Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.
A failure by HealthMatch to exercise or a delay in exercising any right, power or remedy under these Terms does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
For users located in Australia, these Terms and your use of the HM Platform and HM Platform Content are governed by the laws of New South Wales, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
For Australian users, the laws of New South Wales apply to this contract. If we end up in court, you agree to submit to the relevant NSW court to resolve the issue.
For all other non-Australian users, these Terms and your use of the HM Platform and HM Platform Content are governed by the laws of the United States and the State of Delaware as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws, rules or principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any dispute with HealthMatch or arising out of or in connection with these Terms, including but not limited to any question regarding its existence, interpretation, validity, performance, or termination, or any dispute between the parties arising from the parties' relationship created by these Terms, you agree to first contact us at and attempt to resolve the dispute with us informally. In the unlikely event that HealthMatch has not been able to resolve a dispute of which you have notified us after sixty (60) days, then the dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA) under its rules. The number of arbitrators shall be one (1). The parties shall endeavour to agree upon the sole arbitrator and jointly nominate the arbitrator. If the parties cannot agree upon the sole arbitrator within a time prescribed by AAA, the parties shall request the AAA to propose five (5) arbitrators and each party shall rank the proposed arbitrators. The AAA shall appoint an arbitrator from the list of five (5), based upon the parties' rankings. The seat, or legal place of arbitration shall be Delaware, United States. Notwithstanding the foregoing, HealthMatch has the right to pursue equitable relief in the state and federal courts located in Delaware or other jurisdiction as determined by HealthMatch in its sole discretion, and you agree to the exclusive jurisdiction and venue of such courts.
For all other non-Australian users, with respect to all persons and entities, regardless of whether they have obtained or used the HM Platform or HM Platform Content for personal, commercial or other purposes, all disputes and claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless HealthMatch agrees otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms, you and HealthMatch are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
For all other non-Australian users, the laws of the State of Delaware apply to this contract. Any dispute arising from these Terms will be resolved through arbitration. Nonetheless, we reserve the right to bring our case in court, and, if we end up in court, you agree to submit to the relevant Delaware court to resolve the issue. For all other non-Australian users, the parties waive the right to bring class action claims.
Have a read of these. They'll help you understand the rest of the contract.
The following definitions apply unless the context requires otherwise.
Australian Consumer Law means the law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Confidential Information means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by you or HealthMatch, or learnt or accessed by, or to which you or HealthMatch are exposed as a result of entering into these Terms and includes, without limitation, any information or material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, the Intellectual Property Rights of you or HealthMatch or dealings under these Terms. Confidential Information may be marked confidential and proprietary or otherwise identified as confidential and proprietary by the disclosing party, or may be determined to be confidential and proprietary information by the nature of the circumstances surrounding the disclosure or receipt.
Consequential Loss means:
(a) any indirect, incidental, special, consequential or punitive damages, or any damages for loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business, even if HealthMatch has been advised of the possibility of such damages, including without limitation, any such damages arising out of licensing, provision or use of the HM Platform, support services or the results thereof; and
(b) any loss, not arising naturally (that is according to the usual course of things), from the relevant breach, whether or not such loss is reasonably supposed to have been in the contemplation of both parties at the time they agreed to these Terms as the probable result of the relevant breach.
Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.
HM Platform means the HealthMatch clinical trial matching platform accessible at healthmatch.io.
HM Platform Content has the meaning given in clause 3.
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi-conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct, writs, orders, injunctions and judgments.
Loss means any claim, loss liability, cost or expense (including legal expenses on a full indemnity basis).
Term has the meaning given in clause 5.1.
Trial Provider means a provider of clinical medical trials relevant to your medical condition(s).
User means a person who registers for a HM Platform account.
User Data means, in respect of a User, their contact details, health information and any other information that they provide to HealthMatch through the HM Platform.
Have a read of these. They help explain interpretation of the Terms.
The following rules apply unless the context requires otherwise:
(a) headings are for convenience only and do not affect interpretation;
(b) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
(c) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
(d) a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in visible or tangible form;
(e) a reference to conduct includes an omission, statement or undertaking, whether or not in writing;
(f) a reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind; and
(g) mentioning anything after 'includes', 'including', 'for example', or similar expressions, does not limit what else might be included.
For US users only, you consent to receive messages and communications electronically by text, mobile push notice, emails, and through our Platform. By using our Platform, you agree to and authorize the use of electronic signatures.
For US users:
(a) When you use the HM Platform, or send emails, text messages, and other communications from your desktop or mobile device to HealthMatch, you may be communicating with HealthMatch electronically. You consent to sign documents using electronic signature and receive communications from HealthMatch electronically, such as e-mails, texts, mobile push notices, or notices and messages through the HM Platform, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You acknowledge and agree that your electronic signature is the equivalent of a manual signature and that we may rely on it as such in connection with any and all agreements you may enter into using the HM Platform and any documents you electronically sign using or through the HM Platform
(b) Your voluntary provision to HealthMatch of your cell phone number represents your consent that HealthMatch may contact you by telephone, SMS, or MMS messages at that phone number, and your consent to receiving such communications for transactional, operational, or informational purposes. When you provide your phone number to HealthMatch, you warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology.
(c) When enrolling in trials through the HM Platform, you may receive messages from HealthMatch about your eligibility. Additionally, you may receive messages from HealthMatch following soliciting feedback and/or other information. You may also receive messages in response to certain customer service requests. You may unsubscribe from receiving any of the aforementioned text messages from HealthMatch at any time.
(d) If you unsubscribe from receiving text messages from HealthMatch, you may continue to receive text messages for a short period while HealthMatch processes your request(s). If you change or deactivate the phone number you provided to HealthMatch, you have an affirmative obligation to immediately update your account information and the phone number(s) attached to your account to prevent HealthMatch from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive HealthMatch’s standard SMS or MMS messages unless you also unsubscribe from HealthMatch’s messages via the new phone number(s).
(e) Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your mobile phone carrier for details. Your mobile phone carrier (e.g. T-Mobile, AT&T, Verizon, etc.) is not liable for delayed or undelivered messages.
You may not assign your rights or delegate your obligations under these Terms without our consent. If you do, your assignee will be bound by these Terms. We are not responsible for events that occur outside of our control.
You shall not assign you rights hereunder, or delegate the performance of any of you duties or obligations hereunder without the prior written consent of HealthMatch. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. HealthMatch shall not be liable to you or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond its reasonable control, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.